LONDON, UK: Pension SuperFund Capital’s Jambo SRC Limited has reached an agreement on the terms of a recommended offer to acquire the entire issued and to be issued ordinary share capital of STM Group Plc at the rate of 60 pence per share in cash.
Jambo SRC Limited is an English private company limited by guarantee that was established on 4 July 2023 for the purposes of the acquisition and is funded by Pension SuperFund Capital.
In addition to the cash, under the terms of the acquisition, STM Group shareholders will be entitled to receive a deferred consideration unit which may deliver up to 7 pence per share in cash.
The cash consideration values the entire issued and to be issued ordinary share capital of STM at approximately £35.6 million.
The maximum acquisition Value, which assumes full value is delivered by the deferred consideration units, values the entire issued and to be issued ordinary share capital of STM at approximately £39.8 million.
STM was originally formed to consolidate corporate and trustee service providers operating in international jurisdictions, and the STM Group subsequently expanded into the international pensions arena.
The growth in the STM Group pensions division has been accompanied by an increase in demand for the range of STM’s life assurance bonds, some of these available as complementary products to the STM Group pension and trust products.
As such, the Company has become recognised as a leading player in administration of client assets in relation to retirement, estate and succession planning and wealth structuring, to a global market.
Today, the STM Group has operations in the UK, Gibraltar, Malta, Spain and Australia and employs some 290 staff, with offices in the UK, Malta, Gibraltar and Spain. STM has developed a range of pension products for UK nationals and internationally domiciled clients; and has two Gibraltar life assurance companies which provide life insurance bonds and pension annuities.
Nigel Birrell, the Chair of STM, said: “The STM Board is pleased to be recommending Bidco’s offer for the Company, which represents a significant premium in cash to the STM share price prior to the commencement of discussion with Bidco and offers certain value for our shareholders, and potential future benefit through the Deferred Consideration Units.
Whilst we believe that there are significant growth and value realisation opportunities for STM in the short to medium term, we recognise that there are uncertainties and risks which may impact STM’s ability to both optimise growth as a stand-alone quoted entity, and to execute a realisation strategy of certain parts of the business.
We acknowledge the additional commercial benefits which could be obtained as part of a larger group such as Pension SuperFund Capital, whose management team has a clear vision to deliver a complete solution to pension savers and members.”
Edmund Truell, the Co-Founder of Pension SuperFund Capital, said: “We are delighted to back Bidco to acquire STM Group plc after a period of extensive diligence and strategic planning. This exciting investment aligns with our wider market aim to provide a complete solution, worldwide, to pension savers and sponsors and improve pensioner outcomes in an aligned way.
We strongly believe our track record and stewardship will enable us to provide increased security and value-for-money benefits to members, while also helping to deliver the upside that the Mansion House reforms intend.”
Pension SuperFund Capital eyes 70 pence/share takeover of STM Group